UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-Q




[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended March 31,
2009




OR




[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________ to _________




Commission
File number:    000-53043




Man-AHL Diversified I L.P.





(Exact
name of registrant as specified in charter)




Delaware
                06-1496634(State
      or other jurisdiction of incorporation or organization)
                (IRS
      Employer Identification
No.)





c/o
      Man Investments (USA) Corp.123
      North Wacker Drive28th
      FloorChicago, Illinois
                    
                    60606(Address
      of principal executive offices)
                    
                    (Zip
      Code)





(312)
881-6800


(Registrant’s
telephone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.






Yes
      [X]  No [  ]




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).






Yes
      [  ]  No
[  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      Accelerated Filer [  ]
                
                Accelerated
      Filer   [  ]Non-Accelerated
      Filer   [  ]
                
                Smaller
      reporting
company  [X]




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).






Yes
      [  ]  No [X]











PART I - FINANCIAL
INFORMATION








ITEM
1.                      Financial
Statements.




Man-AHL
Diversified I L.P.


Financial
Statements





STATEMENTS
OF FINANCIAL CONDITION (a)


STATEMENTS
OF OPERATIONS (b)


STATEMENTS
OF CHANGES IN PARTNERS’ CAPITAL (b)


STATEMENTS
OF CASH FLOWS (b)


NOTES TO
THE FINANCIAL STATEMENTS (UNAUDITED)





(a)
            At
      March 31, 2009 (unaudited) and December 31,
2008


(b)
            For
      the three months ended March 31, 2009 and 2008
  (unaudited)











































2


MAN-AHL
      DIVERSIFIED I L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF FINANCIAL CONDITIONMarch
      31, 2009(unaudited)
                        
                        
                        December 31, 2008ASSETSCASH
      AND CASH EQUIVALENTS
                        
                        $
                        18,917,122
                        
                        
                        $
                        8,729,540INVESTMENT
      IN MAN-AHL DIVERSIFIEDTRADING
      COMPANY L.P.
                        
                        
                        232,322,313
                        
                        
                        
                        219,241,465DUE
      FROM MAN-AHL DIVERSIFIEDTRADING
      COMPANY L.P.
                        
                        
                        5,184,447
                        
                        
                        
                        7,575,576OTHER
      ASSETS
                        
                        
                        295
                        
                        
                        
                        295TOTAL
                        
                        $
                        256,424,177
                        
                        
                        $
                        235,546,876LIABILITIES
      AND PARTNERS’ CAPITALLIABILITIES:Redemptions
      payable
                        
                        $
                        4,211,937
                        
                        
                        $
                        4,516,740Subscriptions
      received in advance
                        
                        
                        18,917,122
                        
                        
                        
                        8,729,540Management
      fees payable
                        
                        
                        593,562
                        
                        
                        
                        566,720Incentive
      fees payable
                        
                        
                        -
                        
                        
                        
                        2,079,483Servicing
      fees payable
                        
                        
                        296,781
                        
                        
                        
                        283,360Accrued
      expenses
                        
                        
                        82,167
                        
                        
                        
                        129,273Total
      liabilities
                        
                        
                        24,101,569
                        
                        
                        
                        16,305,116PARTNERS’
      CAPITAL:General
      Partner - Class A (186 unit equivalents outstandingat
      March 31, 2009 and December 31, 2008, respectively)
                        
                        
                        632,297
                        
                        
                        
                        683,098Limited
      Partners - Class A (59,089 and 51,957 units outstandingat
      March 31, 2009 and December 31, 2008, respectively)
                        
                        
                        200,465,156
                        
                        
                        
                        190,432,028Limited
      Partners - Class B (9,203 and 7,674 units outstandingat
      March 31, 2009 and December 31, 2008, respectively)
                        
                        
                        31,225,155
                        
                        
                        
                        28,126,634Total
      partners’ capital
                        
                        
                        232,322,608
                        
                        
                        
                        219,241,760TOTAL
                        
                        $
                        256,424,177
                        
                        
                        $
                        235,546,876NET
      ASSET VALUE PER OUTSTANDING UNIT OFPARTNERSHIP
      INTEREST - CLASS A
                        
                        $
                        3,392.63
                        
                        
                        $
                        3,665.21NET
      ASSET VALUE PER OUTSTANDING UNIT OFPARTNERSHIP
      INTEREST - CLASS B
                        
                        $
                        3,392.64
                        
                        
                        $
                        3,665.22See
      accompanying notes and attached financial statementsof
      Man-AHL Diversified Trading Company L.P.




3




MAN-AHL
      DIVERSIFIED I L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF OPERATIONS (UNAUDITED)For
      the three
                    
                    
                    For
      the threemonths
      ended
                    
                    
                    months
      endedMarch 31, 2009
                    
                    
                    March 31, 2008NET
      INVESTMENT INCOMEALLOCATED
      FROM MAN-AHLDIVERSIFIED
      TRADING COMPANY L.P. -Interest
      income
                    
                    $
                    131,827
                    
                    
                    $
                    513,973PARTNERSHIP
      EXPENSES:Brokerage
      commissions
                    
                    
                    127,165
                    
                    
                    
                    396,600Management
      fees
                    
                    
                    1,738,015
                    
                    
                    
                    596,113Incentive
      fees
                    
                    
                    -
                    
                    
                    
                    2,268,024Servicing
      Fees
                    
                    
                    869,007
                    
                    
                    
                    -Other
      expenses
                    
                    
                    170,954
                    
                    
                    
                    34,312Total
      expenses
                    
                    
                    2,905,141
                    
                    
                    
                    3,295,049Net
      investment loss
                    
                    
                    (2,773,314
                    )
                    
                    
                    (2,781,076
                    )REALIZED
      AND UNREALIZED GAINS(LOSSES)
      ON TRADING ACTIVITIESALLOCATED
      FROM MAN-AHLDIVERSIFIED
      TRADING COMPANY L.P.:Net
      realized trading gains (losses)on
      closed contracts
                    
                    
                    (5,417,626
                    )
                    
                    
                    13,278,593Net
      change in unrealized trading losseson
      open contracts
                    
                    
                    (10,237,272
                    )
                    
                    
                    (1,399,924
                    )Net
      gains (losses) on trading activities allocatedfrom
      Man-AHL DiversifiedTrading
      Company L.P.
                    
                    
                    (15,654,898
                    )
                    
                    
                    11,878,669NET
      INCOME (LOSS)
                    
                    $
                    (18,428,212
                    )
                    
                    $
                    9,097,593NET
      INCOME (LOSS) PER UNIT OFPARTNERSHIP
      INTEREST - CLASS A
                    
                    $
                    (272.58
                    )
                    
                    $
                    387.48NET
      LOSS PER UNIT OFPARTNERSHIP
      INTEREST - CLASS B
                    
                    $
                    (272.58
                    )
                    
                    $
                    -See
      accompanying notes and attached financial statementsof
      Man-AHL Diversified Trading Company L.P.






4




MAN-AHL
      DIVERSIFIED I L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF CHANGES IN PARTNERS’ CAPITAL (UNAUDITED)FOR
      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008CLASS
      A
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          CLASS
      B
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          TOTALLimited
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          General
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          LimitedPartners
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Partner
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          PartnersAmount
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Units
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Amount
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Units
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Amount
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Units
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          Amount
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          UnitsPARTNERS’
      CAPITAL — December 31, 2007
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          59,016,037
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          20,393
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          539,353
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          186
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          59,555,390
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          20,579Subscriptions
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          22,556,902
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          7,249
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          22,556,902
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          7,249Redemptions
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (1,848,641
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (595
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (1,848,641
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (595
                                                                                                                                          )Net
      income
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          9,025,378
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          72,215
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          9,097,593
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -PARTNERS’
      CAPITAL — March 31, 2008
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          88,749,676
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          27,047
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          611,568
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          186
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          89,361,244
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          27,233PARTNERS’
      CAPITAL — December 31, 2008
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          190,432,028
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          51,957
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          683,098
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          186
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          28,126,634
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          7,674
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          219,241,760
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          59,817Subscriptions
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          37,110,315
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          10,311
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          8,001,470
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          2,214
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          45,111,785
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          12,525Redemptions
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (11,178,956
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (3,179
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (2,423,769
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (685
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (13,602,725
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (3,864
                                                                                                                                          )Net
      loss
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (15,898,231
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (50,801
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (2,479,180
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          (18,428,212
                                                                                                                                          )
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          -PARTNERS’
      CAPITAL — March 31, 2009
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          200,465,156
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          59,089
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          632,297
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          186
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          31,225,155
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          9,203
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          $
                                                                                                                                          232,322,608
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          
                                                                                                                                          68,478See
      accompanying notes and attached financial statementsof
      Man-AHL Diversified Trading Company L.P.








5




MAN-AHL
      DIVERSIFIED I L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF CASH FLOWS (UNAUDITED)For
      the three
                    
                    
                    For
      the threemonths
      ended
                    
                    
                    months
      endedMarch 31, 2009
                    
                    
                    March 31, 2008CASH
      FLOWS FROM OPERATINGACTIVITIES:Net
      income (loss)
                    
                    $
                    (18,428,212
                    )
                    
                    $
                    9,097,593Adjustments
      to reconcile net income (loss)to
      net cash used in operating activities:Purchases
      of investment in Man-AHLDiversified
      Trading Company L.P.
                    
                    
                    (45,111,785
                    )
                    
                    
                    (21,697,081
                    )Sales
      of investment in Man-AHLDiversified
      Trading Company L.P.
                    
                    
                    18,898,995
                    
                    
                    
                    4,067,084Net
      change in appreciation (depreciation)of
      investment in Man-AHLDiversified
      Trading Company L.P.
                    
                    
                    15,523,071
                    
                    
                    
                    (12,392,642
                    )Changes
      in assets and liabilities:Other
      assets
                    
                    
                    -
                    
                    
                    
                    476Management
      fees payable
                    
                    
                    26,842
                    
                    
                    
                    74,955Incentive
      fees payable
                    
                    
                    (2,079,483
                    )
                    
                    
                    105,231Servicing
      fees payable
                    
                    
                    13,421
                    
                    
                    
                    -Brokerage
      commissions payable
                    
                    
                    -
                    
                    
                    
                    60,052Accrued
      expenses
                    
                    
                    (47,106
                    )
                    
                    
                    (19,838
                    )Net
      cash used in operating activities
                    
                    
                    (31,204,257
                    )
                    
                    
                    (20,704,170
                    )CASH
      FLOWS FROM FINANCINGACTIVITIES:Proceeds
      from subscriptions
                    
                    
                    55,299,367
                    
                    
                    
                    26,428,181Payments
      on redemptions
                    
                    
                    (13,907,528
                    )
                    
                    
                    (992,911
                    )Net
      cash provided by financing activities
                    
                    
                    41,391,839
                    
                    
                    
                    25,435,270NET
      INCREASE IN CASH
                    
                    
                    10,187,582
                    
                    
                    
                    4,731,100CASH
      AND CASH EQUIVALENTSBeginning
      of Period
                    
                    
                    8,729,540
                    
                    
                    
                    4,225,671CASH
      AND CASH EQUIVALENTSEnd
      of Period
                    
                    $
                    18,917,122
                    
                    
                    $
                    8,956,771SUPLEMENTAL
      DISCLOSURE OFNON-CASH
      TRANSACTIONS:Non-cash
      contributions of partners' capital
                    
                    $
                    -
                    
                    
                    $
                    859,821Non-cash
      redemptions of partners' capital
                    
                    $
                    -
                    
                    
                    $
                    (859,821
                    )See
      accompanying notes and attached financialstatements
      of Man-AHL DiversifiedTrading
      Company L.P.






6




Notes
to Financial Statements (unaudited)





The
accompanying unaudited financial statements, in the opinion of management,
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of Man-AHL Diversified I L.P.’s (a Delaware
Limited Partnership) (the “Partnership”) financial condition at March 31, 2009
and the results of its operations for the three months ended March 31, 2009 and
2008.  These financial statements present the results of interim
periods and do not include all the disclosures normally provided in annual
financial statements.  It is suggested that these financial statements
be read in conjunction with the audited financial statements and notes included
in the Partnership’s annual report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 2009.  The December 31, 2008
information has been derived from the audited financial statements as of
December 31, 2008.





1.
            ORGANIZATION
      OF THE PARTNERSHIP




Man-AHL
Diversified I L.P. (a Delaware Limited Partnership) (the “Partnership”) was
organized in September 1997 under the Delaware Revised Uniform Limited
Partnership Act and commenced operations on April 3, 1998, for the purpose of
engaging in the speculative trading of futures and forward contracts. The
Partnership is a “feeder” fund in a “master-feeder” structure, whereby the
Partnership invests substantially all of its assets in Man-AHL Diversified
Trading Company L.P. (the “Trading Company”). Man-AHL (USA) Corp., a Delaware
corporation, was the general partner and trading advisor of the Partnership and
the Trading Company until April 1, 2005, when it transferred its trading
advisory business to its affiliate, Man-AHL (USA) Ltd. (the “Advisor”), a United
Kingdom company, and its commodity pool operations to its affiliate, Man
Investments (USA) Corp. (the “General Partner”), a Delaware corporation and a
registered investment adviser under the Investment Advisers Act of 1940. Man
Investments Holdings Limited, a United Kingdom holding company that is part of
Man Group plc, a United Kingdom public limited company, is the sole shareholder
of the Advisor, and Man Investments Holdings Inc., a Delaware corporation that
is part of Man Group plc, is the sole shareholder of the General
Partner.




Effective
July 1, 2008, the Partnership issued a new share class, Class
B.  Class B was created solely for retirement plan investors. The fee
structure is identical to Class A.




The
Partnership’s interests are distributed through the Partnership or other selling
agents, including Man Investments Inc. (“MII”), an affiliate of the Advisor and
General Partner. MII is a registered broker-dealer and a member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).




On
January 28, 2008, the Partnership filed a registration statement with the
Securities and Exchange Commission to allow over 500 investors in the
Partnership.







2.
            SIGNIFICANT
      ACCOUNTING POLICIES




The
Partnership prepares its financial statements in conformity with accounting
principles generally accepted in the United States of America. The following is
a summary of the significant accounting and reporting policies used in preparing
the financial statements.




Use of Estimates — The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires the General Partner to make estimates and
assumptions that affect the reported amounts of assets and liabilities (and
disclosure of contingent assets and liabilities) at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.




Investment in Man-AHL Diversified
Trading Company L.P. — The Partnership’s investment in the Trading
Company is valued at fair value at the Partnership’s proportionate interest in
the net assets of the Trading Company. Investment transactions are recorded on a
trade date basis. The performance of the Partnership is directly affected by the
performance of the Trading Company. Attached are the financial statements of the
Trading Company, which are an integral part of these financial
statements.


7




Valuation
of investments held by the Trading Company is discussed in the notes to the
Trading Company’s financial statements.




The
Partnership can redeem any or all of its limited partnership interests in the
Trading Company at any month-end at the net asset value per unit of the Trading
Company. At March 31, 2009 and 2008, the Partnership owned 20,516 and 10,211
Class A units, respectively, of the Trading Company.  The Partnership
also owned 3,186 Class B units at March 31, 2009. The Partnership’s aggregate
ownership percentage of the Trading Company (both Class A and B units) at March
31, 2009 and 2008, was 47.26% and 27.05%, respectively.




The
Partnership segregates its investments into three levels based upon the inputs
used to derive the fair value.  “Level 1” investments use inputs from
unadjusted quoted prices from active markets.  “Level 2” investments
reflect inputs other than quoted prices, but use observable market
data.  “Level 3” investments are valued using mainly unobservable
inputs.  These unobservable inputs for “Level 3” investments reflect
the Partnership’s assumption about the assumptions market participants would use
in pricing the investments.  As of March 31, 2009, all of the
Partnership’s investments are “Level 3”.  See the notes to the
financial statements of the Trading Company L.P. for expanded SFAS 157
disclosures.




Cash and Cash Equivalents —
Cash and cash equivalents include cash and short-term interest bearing money
market instruments with original maturities of 90 days or less, held with
JPMorgan Chase, N.A.




Brokerage Commissions Expense
— Brokerage commission expense on futures and forward contracts traded in the
Trading Company is charged at institutional rates based on trading
volume.




Income Taxes — Income taxes
are not provided for by the Partnership because taxable income or loss of the
Partnership is includable in the income tax returns of the individual
partners.




Net Income (Loss) Per Unit —
Net income (loss) per unit of Class A or Class B partnership interest is equal
to the change in net asset value per unit of the respective classes, from the
beginning of the period to the end of the period. Unit amounts are rounded to
whole numbers for financial statement presentation.




Subscriptions Received in
Advance — Subscriptions received in advance are comprised of cash
received prior to the statement of financial condition date for which units were
issued on the first day of the following month. Subscriptions received in
advance do not participate in the earnings of the Partnership until the related
units are issued.







3.
            LIMITED
      PARTNERSHIP AGREEMENT




The
General Partner and each limited partner share in the profits and losses of the
Partnership in proportion to the number of units or unit equivalents held by
each partner. However, no limited partner is liable for obligations of the
Partnership in excess of its capital subscription and net profits or losses, if
any.




The
Partnership’s units are continuously offered as of the first business day of
each month at net asset value, as defined in the limited partnership agreement
(the “Agreement”). Limited partners may redeem any or all of their units as of
the end of any month at net asset value per unit on 10 days prior written notice
to the General Partner. The Partnership will be dissolved on December 31,
2037, or upon the occurrence of certain events, as specified in the
Agreement.




The
General Partner is required to make and maintain a general partner investment in
the Partnership in an aggregate amount equal to the lesser of 1.01 % of the net
aggregate capital subscriptions of all partners, or $500,000.




Distributions
(other than redemptions of units), if any, are made on a pro rata basis at the
sole discretion of the General Partner.




8


Under the
terms of the Agreement, the Partnership is liable for all costs associated with
executing its business strategy.  These costs include, but are not
limited to expenses associated with the execution of the Partnership’s
investments strategy, such as, brokerage commissions, management and incentive
fees and other operating expenses, such as legal, audit, and tax return
preparation fees.





4.
            EXPENSES




The
Advisor earns a monthly management fee in an amount equal to 0.1667% (2%
annually) of the Partnership’s month-end net asset value, as defined in the
Agreement.




The
Advisor also earns a monthly incentive fee equal to 20% of any Net New
Appreciation, as defined in the Agreement, achieved by the Partnership. The
incentive fee is retained by the Advisor even if subsequent losses are incurred;
however, no subsequent incentive fees will be paid to the Advisor until any such
trading losses are recouped by the Partnership.




The
General Partner earns a monthly General Partner fee in an amount equal to
0.0833% (1% annually) of the Partnership’s month-end net asset value, as defined
in the Agreement. The General Partner fee is included in management fees in the
statements of operations.




The
Partnership pays a monthly servicing fee to the Placement Agent in an amount
equal to 0.1250% (1.5% annually) of the Partnership’s month-end net asset value,
as defined in the supplement to the Agreement, dated July 15,
2008.  MII serves as the placement agent for the
Partnership.







5.
            DERIVATIVE
      FINANCIAL INSTRUMENTS




The
Partnership’s operating activities involve trading, indirectly through its
investment in the Trading Company, in derivative financial instruments that
involve varying degrees of market and credit risk. With respect to the
Partnership’s investment in the Trading Company, the Partnership has limited
liability, and, therefore, its maximum exposure to either market or credit loss
is limited to the carrying value of its investment in the Trading Company, as
set forth in the statements of financial condition.




The
Trading Company utilizes MF Global, Inc. (“MFG”), formerly known as Man
Financial Inc. (Man) and Credit Suisse to clear its futures
business.  The Trading Company utilizes Royal Bank of Scotland (“RBS”)
to clear its forward business.





See the
notes to the financial statements of the Trading Company for FAS 161
disclosures.





6.
            FINANCIAL
      GUARANTEES




The
Partnership enters into administrative and other professional service contracts
that contain a variety of indemnifications. The Partnership’s maximum exposure
under these arrangements is not known; however, the Partnership has not had
prior claims or losses pursuant to these contracts and expects the risk of loss
to be remote.







7.
            SUBSEQUENT
      EVENTS




At April
1, 2009, the Partnership added two new share classes (A-2 and B-2).







9







Man-AHL
Diversified Trading Company L.P.


Financial
Statements





STATEMENTS
OF FINANCIAL CONDITION (a)


STATEMENTS
OF OPERATIONS (b)


STATEMENTS
OF CHANGES IN PARTNERS’ CAPITAL (b)


STATEMENTS
OF CASH FLOWS (b)


NOTES TO
THE FINANCIAL STATEMENTS (UNAUDITED)





(a) At
March 31, 2009 (unaudited) and December 31, 2008


(b) For
the three months ended March 31, 2009 and 2008 (unaudited)














































10




MAN-AHL
      DIVERSIFIED TRADING COMPANY L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF FINANCIAL CONDITIONMarch 31,
    2009(unaudited)
                        
                        
                        December 31, 2008ASSETSEquity
      in commodity futures and forwardstrading
      accounts:Net
      unrealized trading gains on open futures contracts
                        
                        $
                        619,184
                        
                        
                        $
                        15,887,019Net
      unrealized trading gains on open forward contracts
                        
                        
                        -
                        
                        
                        
                        1,527,892Due
      from brokers
                        
                        
                        50,402,619
                        
                        
                        
                        25,700,72251,021,803
                        
                        
                        
                        43,115,633Cash
      and cash equivalents
                        
                        
                        465,493,186
                        
                        
                        
                        484,593,631Interest
      receivable
                        
                        
                        12,480
                        
                        
                        
                        90,491TOTAL
                        
                        $
                        516,527,469
                        
                        
                        $
                        527,799,755LIABILITIES
      AND PARTNERS’ CAPITALLIABILITIES
      —Redemptions
      payable
                        
                        $
                        19,226,752
                        
                        
                        $
                        24,783,667Net
      unrealized trading losses on open forward contracts
                        
                        
                        5,824,546
                        
                        
                        
                        -Total
      liabilities
                        
                        
                        25,051,298
                        
                        
                        
                        24,783,667PARTNERS’
      CAPITAL:General
      Partner
                        
                        
                        -
                        
                        
                        
                        -Limited
      Partners (50,142 and 48,103 units outstanding atMarch
      31, 2009 and December 31, 2008, respectively)
                        
                        
                        491,476,171
                        
                        
                        
                        503,016,088Total
      partners’ capital
                        
                        
                        491,476,171
                        
                        
                        
                        503,016,088TOTAL
                        
                        $
                        516,527,469
                        
                        
                        $
                        527,799,755NET
      ASSET VALUE PER OUTSTANDING UNIT OFPARTNERSHIP
      INTEREST
                        
                        $
                        9,801.53
                        
                        
                        $
                        10,457.01See
      notes to financial statements.






11


MAN-AHL
      DIVERSIFIED TRADING COMPANY L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF OPERATIONS (UNAUDITED)For
      the three
                
                
                For
      the threemonths
      ended
                
                
                months
      endedMarch 31, 2009
                
                
                March 31, 2008NET
      INVESTMENT INCOME:Interest
      income
                
                $
                292,480
                
                
                $
                2,052,217NET
      REALIZED AND UNREALIZEDGAINS
      (LOSSES) ON TRADINGACTIVITIES:Net
      realized trading gains (losses) onclosed
      contracts
                
                
                (11,418,591
                )
                
                
                51,511,237Net
      change in unrealized tradinglosses
      on open contracts
                
                
                (22,620,273
                )
                
                
                (3,158,064
                )NET
      GAIN (LOSS) ON TRADINGACTIVITIES
                
                
                (34,038,864
                )
                
                
                48,353,173NET
      INCOME (LOSS)
                
                $
                (33,746,384
                )
                
                $
                50,405,390NET
      INCOME (LOSS) FOR A UNITOF
      PARTNERSHIP INTEREST
                
                $
                (655.48
                )
                
                $
                1,358.07See
      notes to financial statements.






12




MAN-AHL
      DIVERSIFIED TRADING COMPANY L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF CHANGES IN PARTNERS’ CAPITAL (UNAUDITED)FOR
      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008Limited
                        
                        
                        GeneralPartners
                        
                        
                        Partner
                        
                        
                        TotalPARTNERS’
      CAPITAL — December 31, 2007
                        
                        $
                        260,209,821
                        
                        
                        $
                        -
                        
                        
                        $
                        260,209,821Issuance
      of 5,248 units of limitedpartnership
      interest
                        
                        
                        42,327,581
                        
                        
                        
                        -
                        
                        
                        
                        42,327,581Redemption
      of 2,695 units of limitedpartnership
      interest
                        
                        
                        (22,594,426
                        )
                        
                        
                        -
                        
                        
                        
                        (22,594,426
                        )Net
      income
                        
                        
                        50,405,390
                        
                        
                        
                        -
                        
                        
                        
                        50,405,390PARTNERS’
      CAPITAL — March 31, 2008
                        
                        $
                        330,348,366
                        
                        
                        $
                        -
                        
                        
                        $
                        330,348,366PARTNERS’
      CAPITAL — December 31, 2008
                        
                        $
                        503,016,088
                        
                        
                        $
                        -
                        
                        
                        $
                        503,016,088Issuance
      of 6,334 units of limited partnership interest
                        
                        
                        65,463,059
                        
                        
                        
                        -
                        
                        
                        
                        65,463,059Redemption
      of 4,295 units of limitedpartnership
      interest
                        
                        
                        (43,256,592
                        )
                        
                        
                        -
                        
                        
                        
                        (43,256,592
                        )Net
      loss
                        
                        
                        (33,746,384
                        )
                        
                        
                        -
                        
                        
                        
                        (33,746,384
                        )PARTNERS’
      CAPITAL — March 31, 2009
                        
                        $
                        491,476,171
                        
                        
                        $
                        -
                        
                        
                        $
                        491,476,171See
      notes to financial statements.






13




MAN-AHL
      DIVERSIFIED TRADING COMPANY L.P.(A
      Delaware Limited Partnership)STATEMENTS
      OF CASH FLOWS (UNAUDITED)For
      the three
                    
                    
                    For
      the threemonths
      ended
                    
                    
                    months
      endedMarch 31, 2009
                    
                    
                    March 31, 2008CASH
      FLOWS FROM OPERATINGACTIVITIES:Net
      income (loss)
                    
                    $
                    (33,746,384
                    )
                    
                    $
                    50,405,390Adjustments
      to reconcile net income (loss)to
      net cash provided by (used in)operating
      activities:Net
      change in unrealized tradinggains
      on open contracts
                    
                    
                    22,620,273
                    
                    
                    
                    3,158,064Changes
      in assets and liabilities:Due
      from brokers
                    
                    
                    (24,701,897
                    )
                    
                    
                    72,343,582Interest
      receivable
                    
                    
                    78,011
                    
                    
                    
                    1,626Net
      cash provided by (used in)operating
      activities
                    
                    
                    (35,749,997
                    )
                    
                    
                    125,908,662CASH
      FLOWS FROM FINANCINGACTIVITIES:Proceeds
      from subscriptions
                    
                    
                    65,463,059
                    
                    
                    
                    42,327,581Payments
      on redemptions
                    
                    
                    (48,813,507
                    )
                    
                    
                    (18,147,956
                    )Net
      cash provided byfinancing
      activities
                    
                    
                    16,649,552
                    
                    
                    
                    24,179,625NET
      INCREASE (DECREASE) IN CASHAND
      CASH EQUIVALENTS
                    
                    
                    (19,100,445
                    )
                    
                    
                    150,088,287CASH
      AND CASH EQUIVALENTSBeginning
      of period
                    
                    
                    484,593,631
                    
                    
                    
                    158,733,582CASH
      AND CASH EQUIVALENTSEnd
      of period
                    
                    $
                    465,493,186
                    
                    
                    $
                    308,821,869See
      notes to financial statements.






14


Notes
to Financial Statements (unaudited)





The
accompanying unaudited financial statements, in the opinion of management,
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of Man-AHL Diversified Trading Company L.P.’s
(a Delaware Limited Partnership) (the “Partnership”) financial condition at
March 31, 2009 and the results of its operations for the three months ended
March 31, 2009 and 2008.  These financial statements present the
results of interim periods and do not include all the disclosures normally
provided in annual financial statements. It is suggested that these financial
statements be read in conjunction with the audited financial statements and
notes included in Man-AHL Diversified I L.P.’s annual report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2009.  The
December 31, 2008 information has been derived from the audited financial
statements as of December 31, 2008.





1.
            ORGANIZATION
      OF THE PARTNERSHIP




Man-AHL
Diversified Trading Company L.P. (a Delaware Limited Partnership) (the
“Partnership”) was organized in November 1997 under the Delaware Revised
Uniform Limited Partnership Act and commenced operations on April 3, 1998,
for the purpose of engaging in the speculative trading of futures and forward
contracts. Man Investments (USA) Corp. (the “General Partner”), a Delaware
corporation and a registered investment adviser under the Investment Advisers
Act of 1940, serves as the Partnership’s general partner. The General Partner is
a subsidiary of Man Group plc, a United Kingdom public limited company that is
listed on the London Stock Exchange. The General Partner oversees the operations
and management of the Partnership. The General Partner is registered with the
Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and
commodity trading adviser and is a member of the National Futures Association
(“NFA”).




The
Partnership was formed to serve as a trading vehicle for certain limited
partnerships sponsored by the General Partner in a “master-feeder” structure.
The limited partners, Man-AHL Diversified I L.P., Man-AHL Diversified II L.P.,
and Man-AHL Diversified L.P., are limited partnerships whose general partner is
the General Partner.




Man-AHL
(USA) Ltd. (the “Advisor”), a limited liability company incorporated in the
United Kingdom, acts as trading advisor to the Partnership. The Advisor is an
affiliate of the General Partner and a subsidiary of Man Group plc. The Advisor
is registered with the CFTC as a commodity pool operator and commodity trading
advisor, and is a member of the NFA, in addition to registration with the
Financial Services Authority in the United Kingdom.







2.
            SIGNIFICANT
      ACCOUNTING POLICIES





The
Partnership prepares its financial statements in conformity with accounting
principles generally accepted in the United States of America. The following is
a summary of the significant accounting and reporting policies used in preparing
the financial statements.





Use of Estimates — The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the reported amounts of assets and
liabilities (and disclosure of contingent assets and liabilities) at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.




Due From Brokers — Due from
brokers consists of balances due from MF Global, Inc. (“MFG”), formerly known as
Man Financial Inc. (Man), Credit Suisse, and Royal Bank of Scotland (“RBS”). In
general, the brokers pay the Partnership interest monthly, based on agreed upon
rates, on the Partnership’s average daily balance.




15





MFG,
Credit Suisse and RBS are registered with the CFTC as futures commission
merchants and are members of the NFA.




Amounts
due from brokers include cash held at brokers and cash posted as collateral.
Included in due from broker on the statement of assets and liabilities is
$9,610,708 of cash restricted as collateral held.




Derivative Contracts — In the
normal course of business, the Partnership enters into derivative contracts
(derivatives) for trading purposes. Derivatives include futures and forward
contracts. The Partnership records its derivative activities at fair value.
Futures contracts which are traded on a national exchange are valued at the
close price as of the valuation day, or if no sale occurred on such day, at the
close price on the most recent date on which a sale occurred.  Forward
contracts, which are not traded on a national exchange, are valued at fair value
using current market quotations provided by brokers.




The
Partnership segregates its investments into three levels based upon the inputs
used to derive the fair value.  “Level 1” investments use inputs from
unadjusted quoted prices from active markets.  “Level 2” investments
reflect inputs other than quoted prices, but use observable market
data.  “Level 3” investments are valued using unobservable
inputs.  These unobservable inputs for “Level 3” investments reflect
the Partnership’s assumption about the assumptions market participants would use
in pricing the investments.  As of March 31, 2009, the Partnership did
not have any positions in “Level 3”.





The
following is a summary of the inputs used in valuing the Partnership’s assets
and liabilities at fair value at March 31, 2009:







Fair
      Value MeasurementsDescription
                                                                                                      
                                                                                                      Fair
      Value as of March 31, 2009
                                                                                                      
                                                                                                      
                                                                                                      Quoted
      Prices in
                                                                                                        Active
      Markets for
                                                                                                        Identifical
      Assets
                                                                                                        (Level
      1)
                                                                                                      
                                                                                                      
                                                                                                      Significant
      Other
                                                                                                        Observables
                                                                                                        Inputs
                                                                                                        (Level
      2)
                                                                                                      
                                                                                                      
                                                                                                      Significant
      Other
                                                                                                        Unobservables
                                                                                                        Inputs
                                                                                                        (Level
      3)Net
      unrealized trading gains on
                                                                                                        Open
      futures contracts
                                                                                                      
                                                                                                      $
                                                                                                      619,184
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      619,184
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Net
      unrealized trading losses on
                                                                                                        Open
      forward contracts
                                                                                                      
                                                                                                      
                                                                                                      (5,824,546
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (5,824,546
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -Total
                                                                                                      
                                                                                                      $
                                                                                                      (5,205,362
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      619,184
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (5.824.546
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      -





Income Recognition — Realized
and unrealized trading gains and losses on futures and forward contracts, which
represent the difference between cost and selling price or fair value, are
recognized in the statements of operations. All trading activities are accounted
for on a trade-date basis. Interest income is recorded on an accrual
basis.




Foreign Currency Translation
— Assets, liabilities, gains, and losses denominated in foreign currencies are
translated at exchange rates at the date of valuation. The resulting net
realized and unrealized foreign exchange gains and losses are recorded in net
realized and unrealized gains (losses) on trading activities in the statements
of operations.




Cash and Cash Equivalents —
Cash and cash equivalents include cash and short-term interest bearing money
market instruments with original maturities of 90 days or less, held with
JPMorgan Chase, N.A.




Income Taxes — Income taxes
are not provided for by the Partnership because taxable income or loss of the
Partnership is includable in the income tax returns of the
partners.




16




Net Income (Loss) Per Unit —
Net income (loss) per unit of partnership interest is equal to the change in net
asset value per unit from the beginning of the period to the end of the period.
Unit amounts are rounded to whole numbers for financial statement
presentation.







3.
            ADVISORY
      AGREEMENT AND PARTNERSHIP AGREEMENT




The
Advisor is the sole trading advisor to the Partnership.




The
General Partner and limited partners share in the profits and losses of the
Partnership in proportion to the number of units or unit equivalents held by
each partner. However, no limited partner is liable for obligations of the
Partnership in excess of its capital contribution and net profits or losses, if
any. The General Partner owned no direct interest in the Partnership during the
three month periods ended March 31, 2009 and 2008.




Distributions
(other than redemption of units), if any, are made on a pro rata basis at the
sole discretion of the General Partner.




The
Partnership incurs no expenses. The limited partners are responsible for
expenses incurred in connection with the Partnership’s activities. These
expenses include, but are not limited to, all costs relating to trading
activity, such as brokerage commissions, management and incentive fees,
continuing offering expenses and legal, audit, and tax return preparation
fees.




Partner
contributions occur as of the first day of any month at the opening net asset
value.  Limited partners may redeem any or all of their units as of
the end of any month at net asset value per unit on 10 days prior written
notice to the General Partner. The General Partner may suspend redemptions of
units of the Partnership’s investments that are illiquid only if the
Partnership’s ability to withdraw capital from any investment is restricted. The
Partnership will be dissolved on December 31, 2037, or upon the occurrence
of certain events, as specified in the limited partnership agreement (the
“Agreement”).







4.
            DERIVATIVE
      FINANCIAL INSTRUMENTS




The
Partnership trades derivative financial instruments that involve varying degrees
of market and credit risk. Market risks may arise from unfavorable changes in
interest rates, foreign exchange rates, or the fair values of the instruments
underlying the contracts. All contracts are stated at fair value, and changes in
those values are reflected in the change in net unrealized trading gains
(losses) on open contracts in the statements of operations.




Credit
risk arises from the potential inability of counterparties to perform in
accordance with the terms of the contract. The credit risk from counterparty
non-performance associated with these instruments is the net unrealized trading
gain, if any, included in the statements of financial condition. Forward
contracts are entered into on an arm’s-length basis with RBS.  In
applying Financial Accounting Standards Board (“FASB”) Interpretation No. 39,
“Offsetting of Amounts Related
to Certain Contracts” (“FIN No. 39”), the Partnership’s accounting policy
is such that open contracts with the same counterparty are netted at the account
level, in accordance with master netting arrangements in place with each party,
as applicable. Netting is effective across products and cash collateral when so
specified in the applicable netting agreement.




For
exchange-traded contracts, the clearing organization functions as the
counterparty of specific transactions and, therefore, bears the risk of delivery
to and from counterparties to specific positions, which mitigates the credit
risk of these instruments.  At March 31, 2009 and December 31, 2008,
estimated credit risk with regard to forward contracts was $0 and $1,527,892,
respectively.




The
Partnership trades in exchange-traded futures contracts on various underlying
commodities, foreign currencies, and financial instruments, as well as forward
contracts on foreign currencies.  Fair




17




values of
futures and forward contracts are reflected net by counterparty or clearing
broker in the statements of financial condition.




The
Partnership’s funds held by, and cleared through, MFG, Credit Suisse and RBS are
required to be held in segregated accounts under rules of the CFTC. These funds
are used to meet minimum maintenance margin requirements for all of the
Partnership’s open futures positions as set by the exchange where each contract
is traded. These requirements are adjusted, as needed, due to daily fluctuations
in the values of the underlying positions. Certain positions may be liquidated,
if necessary, to satisfy resulting changes in margin requirements.




Effective
January 1, 2009, the Partnership has adopted the provisions of Statement of
Financial Accounting Standards No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure
requirements of SFAS No. 133 “Accounting for Derivative
Instruments and HedgingActivities”(“SFAS No. 133”) with the intent to
provide users of financial statements with an enhanced understanding of: (i) how
and why an entity uses derivative instruments; (ii) how derivative instruments
and related hedged items are accounted for under SFAS No. 133 and its related
interpretations; and (iii) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  Adoption of SFAS 161 impacted disclosures only and, had no
impact on the Partnership’s financial condition, results of operations or cash
flows.




The
investment objective of the Partnership is achieved by participation in the AHL
Diversified Program directed on behalf of the Partnership by Man-AHL (USA)
Limited.  The AHL Diversified Program is a futures and forward price
trend-following trading system, entirely quantitative in nature, and implements
trading positions on the basis of statistical analyses of past price
histories.  The Partnership is to deliver substantial capital growth
for commensurate levels of volatility over the medium term, independent of the
movement of the stock and bond markets, through the speculative trading,
directly and indirectly, of physical commodities, futures contracts, spot and
forward contracts, options on the foregoing, exchanges of futures for physical
transactions and other investments on domestic and international exchanges and
markets (including the interbank and OTC markets).  The AHL Diversified
Program trades globally in several market sectors, including, without
limitation, currencies, bonds, energies, stocks indices, interest rates, metals
and agricultural.  During the quarter ended March 31, 2009, the
Partnership traded 51,914 exchange traded future contracts and settled 11,044
OTC forward contracts.




The
following table presents the fair value of the Partnership’s derivative
instruments and statement of financial condition location.






Derivatives
      not designated as hedging instruments under SFAS 133
                                                            Asset
      Derivatives
                                                            
                                                            Liability
      DerivativesMarch
      31, 2009
                                                            
                                                            March
      31, 2009Statement
      of Financial Condition
                                                            
                                                            Fair
      Value **
                                                            
                                                            Statement
      of Financial Condition
                                                            
                                                            Fair
      Value **Open
      forward contracts
                                                            Net
      unrealized trading gains on open forward contracts
                                                            
                                                            $
                                                            3,574,456
                                                            
                                                            Net
      unrealized trading losses on open forward contracts
                                                            
                                                            $
                                                            (9,399,002
                                                            )Open
      futures contracts
                                                            Net
      unrealized trading gains on open futures contracts
                                                            
                                                            
                                                            6,236,833
                                                            
                                                            Net
      unrealized trading losses on open futures contracts
                                                            
                                                            
                                                            (5,617,649
                                                            )Total
      Derivatives
                                                            
                                                            
                                                            $
                                                            9,811,289
                                                            
                                                            
                                                            
                                                            $
                                                            (15,016,651
                                                            )







18


** Open
forward and future contracts are presented on the gross basis for SFAS 161
purposes. Net unrealized trading gains and losses are netted by counterparty in
the Statement of Financial Condition in accordance with FIN 39.





The
following table presents the impact of derivative instruments on the statement
of operations. The Partnership did not designate any derivatives as hedging
instruments for the three months ended March 31, 2009.





Derivatives
      not designated as hedging instruments under SFAS 133
                          
                          For
      the Three Months Ended March 31, 2009Location
      of loss recognized in Income on Derivatives
                          
                          Loss
      on DerivativeForward
      contracts
                          Net
      realized trading losses on closed contracts
                          
                          $
                          (1,918,926
                          )Net
      change in unrealized trading losses on open contracts
                          
                          
                          (7,352,438
                          )Futures
      contracts
                          Net
      realized trading losses on closed contracts
                          
                          
                          (9,499,665
                          )Net
      change in unrealized trading losses on open contracts
                          
                          
                          (15,267,835
                          )Total
                          
                          
                          $
                          (34,038,864
                          )







5.
            FINANCIAL
      GUARANTEES




The
Partnership enters into administrative and other professional service contracts
that contain a variety of indemnifications. The Partnership’s maximum exposure
under these arrangements is not known; however, the Partnership has not had
prior claims or losses pursuant to these contracts and expects the risk of loss
to be remote.





6.
            SUBSEQUENT
      EVENT




Effective
April 15, 2009, the Partnership began utilizing JPMorgan Chase, N.A. to clear a
portion of its forward contracts.














































19







ITEM
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.




Introduction




Reference
is made to Item 1, “Financial Statements.”  The information contained
therein is essential to, and should be read in conjunction with, the following
analysis.




Operational
Overview




Man-AHL
Diversified I L.P. (the “Partnership”) is a speculative managed futures fund
which trades through its investment in Man-AHL Diversified Trading Company L.P.
(the “Trading Company”) pursuant to the AHL Diversified Program, directed on
behalf of the Partnership by Man-AHL (USA) Limited.  The AHL
Diversified Program is a futures and forward price trend-following trading
system, entirely quantitative in nature, and implements trading positions on the
basis of statistical analyses of past price histories.  The AHL
Diversified Program is proprietary and confidential, so that substantially the
only information that can be furnished regarding the Partnership’s results of
operations is contained in the performance record of its
trading.  Past performance is not necessarily indicative of its
futures results.  Man Investments (USA) Corp., the general partner of
the Partnership (the “General Partner”) does believe, however, that there are
certain market conditions, for example, markets with pronounced price trends, in
which the Partnership has a greater likelihood of being profitable than in other
market environments.




Capital
Resources and Liquidity




Units may
be offered for sale as of the beginning, and may be redeemed as of the end, of
each month.




The
Partnership raises additional capital only through the sale of Units and capital
is increased through trading profits (if any) and interest
income.  The Partnership does not engage in borrowing.  The
Partnership, not being an operating company, does not incur capital
expenditures.  It functions solely as a passive trading vehicle,
investing the substantial majority of its assets in the Trading
Company.  Its remaining capital resources are used only as assets
available to make further investments in the Trading Company and pay Partnership
level expenses.  Accordingly, the amount of capital raised for the
Partnership should not have a significant impact on its operations.




Partnership
assets not invested in the Trading Company are maintained in cash and cash
equivalents in bank accounts or accounts with the JPMorgan Chase Bank, N.A. (the
“Broker”) and are readily available to the Partnership.  The
Partnership may redeem any part or all of its limited partnership interest in
the Trading Company at any month-end at the net asset value per unit of the
Trading Company.  The Trading Company’s assets are generally held as
cash or cash equivalents which are used to margin futures and forward contracts
and other over-the-counter contract positions and are withdrawn, as necessary,
to pay redemptions (to the Partnership and other investors in the Trading
Company).  Other than potential market-imposed limitations on
liquidity, due, for example, to limited open interest in certain futures markets
or to daily price fluctuation limits, which are inherent in the Trading
Company’s futures trading, the Trading Company’s assets are highly liquid and
are expected to remain so.




There
have been no material changes with respect to the Partnership's critical
accounting policies, off-balance sheet arrangements or disclosure of contractual
obligations as reported in the Partnership's Form 10-K filed March 31,
2009.




20




Results
of Operations




Due to
the nature of the Partnership’s trading, the results of operations for the
interim period presented should not be considered indicative of the results that
may be expected for the entire year.




Three months Ended March 31,
2009:








31-Mar
      -09Ending
    Equity
            $232,322,608




Three
months ended March 31, 2009:




Net
assets increased $13,080,848 for the three months ended March 31,
2009.  This increase was attributable to subscriptions in the amount
of $45,111,785, redemptions in the amount of $13,602,725 and a net loss from
operations of $18,428,212.




Management
Fees of $1,738,015, brokerage commissions of $127,165 and servicing fees of
$869,007 were paid or accrued, and interest of $131,827 was earned or accrued on
the Partnership’s cash and cash equivalent investments, for the three months
ended March 31, 2009.




The
Partnership’s other expenses paid or accrued for the three months ended March
31, 2009 were $170,954.




Equity
markets continued on their downward trend in early 2009, before rallying
strongly in March.  Concerns over the severity of the worldwide
recession and lingering fears of bank nationalization drove equity values lower
in January and February. However, optimism returned to the market in March as
economic data improved and market commentators started to talk of a market
bottom being reached.




Amid this
environment, the AHL Diversified Program failed to build on its strong
performance from last quarter. Numerous long standing trends, from which the AHL
Diversified Program had profited in the past, became volatile or reversed
direction. This was the case for the majority of sectors, but currency and bond
markets in particular. Currency trading posted a loss over the quarter, with the
majority of losses coming in the last three weeks of March. Long Japanese yen
positions against the US dollar proved to be the largest detractor to
performance. Demand for the yen fell over the period as its appeal as a “safe
haven” asset came under threat. Poor export data and GDP figures painted a bleak
picture of the Japanese economy, while an uptick in risk appetite also reduced
demand for the yen. Within bond markets, primarily long positions in almost all
markets (US Treasuries and Japanese bond position in particular) were
responsible for losses as previously profitable trends became volatile and
choppy, with many positions impacted by a whipsawing in prices.




On the
positive side, exposure to equity and short-term interest rate markets posted
gains. A number of short equity positions capitalized on the slide in equity
values around the world, with short S&P 500 contracts providing the greatest
gains. On the short-term interest rate market side, long Euribor positions were
solely responsible for the positive returns seen within the sector.




The
agriculturals sector had mixed performance after small gains from wheat
positions were offset by slight losses from exposure to soymeal, soybeans and
corn. Short positions in wheat posted gains as prices continued to edge lower
due to demand concerns fuelled by the weakening economy. However, short
positions in soya and corn proved detrimental, especially in March, after prices
rose as Argentine farmers halted grain sales after the government rejected
demands to cut a 35% export tariff on soya.




Trading
in government bond markets posted a loss over the quarter. Primarily long
positions in almost all markets were responsible for the losses as previously
profitable trends became volatile and choppy, with many positions impacted by a
whipsawing in prices. Falling equity prices in January and February drove




21




more
investors into bond markets. However, March saw a large rally in equities as
risk appetite improved, removing some demand for government
securities.




Currency
trading posted a loss over the quarter, with the majority of losses coming in
the last three weeks of March. Long Japanese yen positions against the US dollar
proved to be the largest detractor to performance. Demand for the yen fell over
the period. Short British pound positions versus the US dollar posted losses,
mainly due to volatility in this currency pair as the FX rate finished the
quarter relatively unchanged. The Swiss National Bank’s (SNB) decision to
intervene and devalue its currency produced negative performance for the
program’s long positions in the Swiss franc against the US dollar. The SNB
narrowed its target interest rate range, sold francs and bought bonds in an
attempt to provide stimulus to the countries export-driven economy and to avoid
deflation. Short Euro versus US dollar positions also weighed on performance,
particularly over the latter half of the quarter. The US currency weakened as
the Federal Reserve announced it was set to implement a quantitative approach to
monetary policy. The Fed stated it would buy $300bn of long-term US Treasuries
in an effort to boost market liquidity, surprising most investors.




Energy
trading had an overall negative quarter as the previous year’s trend in the oil
market came to an end. The program struggled with whipsawing trends in oil
markets as prices became largely range bound as market forces in both directions
bought against each other. Global recession pushed oil prices down while OPEC
agreed to cut production and some positive economic data helped rally
commodities. Losses were improved by gains in short natural gas
trades.




Interest
rate trading posted gains for the quarter. Long Euribor positions were
responsible for almost all of the sector’s positive performance. Fears of
deflation, expectations of interest rates cuts and actual ECB moves in the
Eurozone area boosted prices throughout the period. Holding back further gains
were losses from Eurodollar positions held in February.




Trading
in base metals made a slight loss over the period. Short positions in copper
were the largest detractor from performance as the commodity experienced a rally
towards the end of the period amidst improving US economic data and a more
optimistic outlook for the Chinese economy. Short positions in aluminum proved
to be the best performer as prices declined sharply over January as the outlook
for future demand deteriorated and stock levels increased, pushing prices lower.
Trading in precious metals posted a loss over the quarter. Short positions in
silver proved to be misplaced as prices rose during the first of the period on
safe haven buying. Long gold trades benefited from this safe haven buying over
the first half of the period. However, prices failed to break through the all
important $1000 mark, falling back quickly and becoming largely range bound,
leading to losses over the second half of the quarter.




Three months ended March 31,
2008:








31-Mar
      -08Ending
    Equity
            $89,361,244




Net
assets increased $29,805,854 for the three months ended March 31,
2008.  This increase was attributable to subscriptions in the amount
of $21,697,081, redemptions in the amount of $988,820 and a net gain from
operations of $9,097,593.




Management
Fees of $596,113, Incentive Fees of $2,268,024 and brokerage commissions of
$396,600 were paid or accrued, and interest of $513,973 was earned or accrued on
the Partnership’s cash and cash equivalent investments, for the three months
ended March 31, 2008.




The
Partnership’s other expenses paid or accrued for the three months ended March
31, 2008 were $34,312.




Equity
markets suffered heavy losses during the quarter as concerns over the health of
the financial system intensified and the outlook for the US economy
deteriorated.  January saw the largest declines




22




with a
number of European and Asian indices registering double-digit monthly losses.
Conditions improved in February and March but equities continued to trend lower
and markets remained highly volatile.  The sharp sell-off in equity
markets came despite the Federal Reserve slashing its target funds rate from
4.25% to 2.25% and central banks throughout the world injecting additional funds
into money markets to increase liquidity.  The Federal Reserve’s
decision to cut rates aggressively put further downward pressure on the dollar.
The US currency slumped to lifetime lows against the euro and Swiss franc and
sank to a multi-year low against the Japanese yen.  The weakness of
the US dollar sent commodity prices sharply higher. Oil rose to a series of
lifetime highs, spending most of the second half of the quarter above US $100
per barrel, while gold, base metal and agricultural prices also climbed to
record highs.




Trading
within agricultural markets made gains across the majority of contracts, with
corn trading providing the largest contribution. Soy-based products rose to
record highs during February on speculation that increased Chinese demand would
cut into US inventories, although March saw a retraction in prices, paring
earlier gains from long positions. Prices in soybean oil declined as Chinese
importers surprisingly cancelled an order and US farmers stated that a greater
proportion of land would be allocated to soy products in the
near-term.




Bond
trading accrued profits as Japanese bonds and US Treasuries led the way.
Disappointing US economic data saw investors switching out of riskier asset
classes and into government paper; sending the 2-year US Treasury yield from
3.05% on December 31, 2007 to 1.34% by mid-March. Long positions in Japanese
bonds also proved beneficial on increased speculation that the Bank of Japan
would cut interest rates to boost economic growth. However, gains were slightly
offset by short positions in Australian bonds as investors became concerned over
the impact of the credit crunch on economic growth.




Currency
trading contributed excellently during the period. The quarter saw the US dollar
continue to weaken against most major currencies due to ongoing concerns
regarding the credit crisis and the US housing market. As a result, long
positions in various currencies, in particular the Swiss franc, against the US
dollar proved highly beneficial. March witnessed the euro hitting a record high
of US $1.5846, as the European Central Bank (“ECB”) showed no indication of
cutting interest rates in the near future.




Energy
delivered a solid profit for the quarter as a weakening US dollar and increased
demand supported price rises. Long positions in crude oil were beneficial
despite the commodity sliding below US $90 at the beginning of the period.
However, concerns that OPEC may cut production levels and a disruption to oil
production in Nigeria sent prices higher, closing at a record high of US $110.33
per barrel on March 13. Distillate products such as gas oil and heating oil
followed the upward trend of crude, accruing strong profits via our long
positions.




Precious
metals trading made a solid profit as long positions in gold, silver and
platinum made gains.  Gold rocketed upwards during the start of the
period, eventually climbing above the US $1000 mark in mid-March. Elevated
global inflation, a deteriorating US economy and a weak US dollar all supported
the rise in gold, silver and platinum. In the base metals component, positive
trading in copper offset losses from aluminum.




Trading
in short-term interest rates posted a firm gain over the first quarter despite
market volatility.  Long positions in Eurodollar and Euribor contracts
posted the largest part of gains as investors bet on rate reductions in the US
and Europe as turmoil swept through global markets. However, these earlier gains
were reduced as hawkish rhetoric from the ECB indicated that interest rates for
the eurozone would remain stable in the near-term.




Stock
market trading posted a gain over the quarter, with short positions in the
Nikkei, TOPIX and S&P 500 proving particularly fruitful. Serious concerns
over the US economy prompted a large scale investor switch out of equities, with
rapidly falling Asian markets reversing some of the gains accrued in 2007. Short
exposure to European markets such as the Euro Stoxx, CAC40 and Dax also
contributed to gains.




23




However,
some profits were reversed as the Federal Reserve intervened to calm markets
with a 75bps federal funds rate cut, sending indices higher at the end of
March.




ITEM
3.                      Quantitative
and Qualitative Disclosures About Market Risk.




Not
required.




ITEM
4T.                    Controls
and Procedures.




During
the year ended December 31, 2008, a material weakness related to the design of
the controls surrounding price verification for investments was
detected.  During the fiscal quarter ended March 31, 2009, the
Partnership implemented additional controls and procedures to remediate the
material weakness related to the price verification for
investments.





The
General Partner, with the participation of the General Partner's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of the Partnership’s disclosure controls and procedures as
of the end of the fiscal quarter ended March 31, 2009.  Based on such
evaluation, the Partnership’s Chief Executive Officer and Chief Financial
Officer have concluded that the Partnership’s disclosure controls and procedures
were effective as of the fiscal quarter ended March 31, 2009.





Other
than as described above, there were no significant changes in the General
Partner’s internal controls with respect to the Partnership or in other factors
applicable to the Partnership that could significantly affect these controls
subsequent to the date of their evaluation.





Changes in Internal Control
over Financial Reporting





Other
than as described above, there were no changes in the Partnership’s internal
control over financial reporting during the quarter ended March 31, 2009 that
have materially affected, or are reasonably likely to affect, our internal
control over financial reporting.




PART II - OTHER
INFORMATION




Item
1. Legal Proceedings.




None.




Item
1A. Risk Factors.




Not
applicable.




Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.




(a)           Pursuant
to the Partnership’s Limited Partnership Agreement, the Partnership may sell
Units of Limited Partnership Interests (“Units”) as of the last business day of
any calendar month or at such other times as the General Partner may
determine.  On January 31, 2009, February 28, 2009 and March 31, 2009,
the Partnership sold Class A Units, exclusive of non-cash transfers, to existing
and new Limited Partners in the amount of  $6,649,750, $7,454,265 and
$23,006,300,respectively.  On January 31, 2009, February 28, 2009 and March
31, 2009, the Partnership sold Class B Units, exclusive of non-cash transfers,
to existing and new Limited Partners in the amount of $2,275,900, $2,316,400 and
$3,409,170,respectively.  There
were no underwriting discounts or commissions in connection with the sales of
the Units described above.




(b)           Not
applicable.




24




(c)           Pursuant
to the Partnership’s Limited Partnership Agreement, a Limited Partner may redeem
some or all of its Units as of the last business day of each calendar month at
the then current month-end Net Asset Value.  The redemption of Units
has no impact on the value of Units that remain outstanding, and Units are not
reissued once redeemed.  The following table summarizes the amount of
Units redeemed, exclusive of non-cash transfers, during the three months ended
March 31, 2009:




Class A Units
                        
                        Class B UnitsDate of Redemption:
                        
                        Amount Redeemed:
                        
                        Amount Redeemed:March
      31, 2009
                        
                        $3,708,664
                        
                        $503,273February
      28, 2009
                        
                        $6,225,656
                        
                        $1,569,569January
      31, 2009
                        
                        $1,244,636
                        
                        $350,927TOTAL
                        
                        $11,178,956
                        
                        $2,423,769







Item
3. Defaults upon Senior Securities.




None.




Item
4. Submissions of Matters to a Vote of Security Holders.




None.




Item
5. Other Information.




None




Item
6. Exhibits.




The
following exhibits are included herewith:




Designation                      Description




31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive
      Officer




31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial
      Officer




32.1
            Section
      1350 Certification of Principal Executive
  Officer




32.2
            Section
      1350 Certification of Principal Financial
  Officer




The
following exhibit is incorporated by reference herein from the exhibit of the
same description and number filed on March 31, 2009 with the Partnership's
Annual Report on Form 10-K (Reg. No. 000-53043).




4.2
            Fifth
      Amended Limited Partnership Agreement of Man-AHL Diversified I
      L.P.




The
following exhibits are incorporated by reference herein from the exhibits of the
same description and number filed on January 28, 2008 with the Partnership's
Registration Statement on Form 10 (Reg. No. 000-53043).




3.1
            Certificate
      of Limited Partnership of Man-AHL Diversified I
  L.P.




10.1
            Form
      of Customer Agreement between E D & F Man International Inc. and
      Man-AHL Diversified Trading Company
L.P.




25




10.2
            Form
      of Trading Advisor Agreement between Man-AHL Diversified I L.P., Man
      Investments (USA) Corp. and Man-AHL (USA)
  Limited.




10.3
            Form
      of Selling Agreement between Man Investments (USA) Corp. and Man
      Investments Inc.




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on May 15, 2009.




Man-AHL
      Diversified I L.P.
                                      (Registrant)By:
                                    Man
      Investments (USA) Corp.
                                      General
      PartnerBy:
                                    /s/
      Andrew StewartPresident
      and Chief Executive Officer
                                      (Principal
      Executive Officer)By:
                                    /s/
      Alicia Borst DerrahVice
      President, Chief Financial Officer and Secretary
                                      (Principal
      Financial and Chief Accounting Officer)












26







EXHIBIT
INDEX




Exhibit
Number                                           Description of
Document






31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive
      Officer




31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial
      Officer




32.1
            Section
      1350 Certification of Principal Executive
  Officer




32.2
            Section
      1350 Certification of Principal Financial
  Officer










































E-1